Terms & Conditions

General terms and conditions Champion Trophy Parts B.V.
Champion Trophy Parts B.V. is a private limited company incorporated under the laws of the
Netherlands, with its registered office and principal place of business in 4903 RE Oosterhout, the
Netherlands, at Mechelaarstraat 11 and listed in the Commercial Register of the Chamber of
Commerce under number 20113100. These general terms and conditions have been filed with the
Chamber of Commerce on 30 January 2014 under number 20113100.


Applicability
1. These general terms and conditions apply to all offers and advice of Champion Trophy Parts B.V.
and contracts with Champion Trophy Parts B.V. with regard to the supply of goods or services.
2. In these general conditions, Champion Trophy Parts B.V. is deemed to be the seller or contractor.
Where reference is made to seller, this should also be read as contractor. Where reference is made to
buyer, this should also be read as client.
3. Any general terms and conditions of the buyer will not apply. Additional or varying stipulations or
conditions will only apply insofar as they have been accepted by the seller in writing.
4. Insofar as applicable, in these general terms and conditions the term goods must also be
understood as: installation, equipment, parts, accessories and tools, everything in the broadest sense.
 

Offer/contract
5. All offers of the seller are without any obligation. Unless the offer states otherwise, all offers are
valid for a period of 30 days.
6. A contract will be formed as soon as the acceptance of the offer has reached the seller. Acceptance
implies agreement with these general terms and conditions and waiver of one’s own general terms
and conditions (of purchase) if and insofar as these vary from or are contrary to these general terms
and conditions or applicable Dutch law.
7. If the acceptance varies on any point or part from the offers, the contract will only be formed if and
insofar as the seller has agreed to this variance in writing.
8. An offer is deemed not to have been made if and insofar as the execution of this offer or this
contract is an act in breach of statutory provisions, regulations or rules. Neither the seller nor the
buyer can enforce their rights against the other party in this case.
10. In the event of sale from warehouse stock, the invoice may replace the written confirmation.
11. All quotations or offers are based on the details and drawings provided by the buyer and
measures derived therefrom and the measurements carried out by the seller, if any, at the time the
offer is made. Designs, illustrations, drawings, price lists, catalogues, measurements and weights,
samples and models from the seller are as accurately as possible and only binding insofar as this is
explicitly confirmed. Details will not have to be provided. Small differences in the execution are
permitted.
12. The seller reserves the copyright and title to the designs, illustrations, drawings, samples, and
models. Without permission of the seller, the buyer is not entitled to use or copy the designs,
illustrations, drawings, samples, and models or to hand them to third parties. They must be returned
on first demand of the seller, in default whereof the buyer has to pay their value, to be determined,
without prejudice to the other rights that the seller may have.
13. Modifications to or cancellation of the contract requires the written consent of the seller.
14. If the buyer wishes to modify or cancel the contract entered into, it is obliged to pay all damage
and costs arising for the seller from the modification or cancellation.
 

Prices and payments
15. The prices mentioned in the offer are exclusive of turnover tax, import and export duties, import
and export tax, transport and transport insurance, packing costs, clearance charges, consular costs
and all other reasonable costs that the seller may have had to incur to be able to deliver the goods
sold at the agreed place and time. When determining the amount of these costs, the costs actually
incurred, paid and/or to be paid by the seller are used as a basis.
16. If after the offer and acceptance, however before the performance of the contract, any change in
the cost-determining invoices which have as their effect that the cost price/calculation price for the
seller increases with more than 10%, the seller is entitled to pass on this increase to the buyer. Within
five days after the seller has informed the buyer of the price increase, the buyer is entitled to
terminate the contract without any rights or obligations arising between the seller and the buyer. If
the buyer did not exercise its right to terminate the agreement or failed to do so in time, it is deemed
to be bound by the higher price.
17. Unless otherwise agreed in writing, the buyer is obliged to pay the purchase price including the
costs referred to in 15 and 16, in euros, in cash, prior to or no later than on delivery or performance
without any deduction or setoff.
18. If before delivery or performance the seller has doubts as to the creditworthiness of the buyer, the
seller is entitled to terminate the contract or suspend the contract until security is provided.
19. In the cases as referred to in 18, the seller is entitled to a compensation for costs and damage,
including loss of profit, caused by the measures taken by the seller as referred to in 21. If the doubts
are not justified, the buyer will not be entitled to a compensation for costs or any damage
whatsoever, except for intent or gross negligence on the part of the seller.
20. If the buyer does not comply with his payment obligations in time, he will be in default by the
mere expiry of the time limit referred to in 17 without a warning or notice of default by the seller
being required and will be liable to pay the seller a default interest on the amount due of 1% per
month, part of a month counting as a full month. The liability to pay the default interest does not
affect the right of the seller to terminate the (sales) contract ten days as of the moment the buyer is
in default, in which case the buyer is liable for all damage suffered by the seller, consisting, among
other things, of loss of profit, extrajudicial and judicial costs as well as the costs actually incurred in
any proceedings, costs as referred to in 13 and 14, costs of additional transport, all fixed at 20% of
the invoice amount exclusive of turnover tax.
21. In case the buyer fails to perform his payment obligation or to perform it by the stipulated date,
the collection costs will be at the expense of the buyer. If these costs only consist of extrajudicial
costs, they are fixed at 15% of the invoice amount, with a minimum of EUR 250,- plus turnover tax on
that amount. In case of collection through the court, apart from the extrajudicial costs already
mentioned above, the buyer will also be liable for all costs of the proceedings and enforcement costs
to be reasonably incurred.
22. The seller is entitled to set off any claims against the buyer with all debts that seller may or will
have to the buyer.


Delivery and retention of title
23. The seller will deliver the goods or perform the services at the place and time agreed in the offer
or contract in accordance with and subject to the statutory provisions, decrees, directives, regulations,
and the like.
If delivery of the goods or provision of the agreed services at the agreed time and place is not
possible because of a circumstance at the expense of the buyer or beyond the control of the seller or
buyer, the delivery of the goods or the performance of the services will take place elsewhere where
possible or within 14 days after the agreed time. If this is not reasonably possible, the seller is entitled
to terminate the contract, in which case the buyer must compensate the seller for the damage,
including loss of profit.
24. If the buyer refuses to accept the goods delivered or services provided at the time and place
determined in the offer or contract, the goods are deemed to have been delivered and the services
are deemed to have been provided at the time they are presented for acceptance and the buyer will
be liable to pay the price and the costs referred to in 15 and 16 applicable at that time and will be
obliged to compensate the seller for the damage and additional costs incurred by the seller as the
result of the refusal by the buyer.
25. In the event goods are sold with actual delivery on a call-off basis, the buyer must call off all
goods within three months after formation of the contract unless another call-off deadline has been
agreed to in writing. If the buyer fails to do so, the provisions laid down in 23 will apply.
26. The seller is entitled to deliver the goods mentioned in the offer or contract in parts (partial
deliveries). A partial delivery can be invoiced separately by the seller each time.
27. On delivery, the buyer is obliged to check if the quantity and quality of the goods delivered come
up to what he was entitled to expect under the contract. The buyer shall inform the seller in writing of
any deviations found in the quantity or quality within five days after delivery, in default whereof the
goods and services will be deemed to have the agreed quantity and/or quality.
28. In cases such as referred to in 23, the goods and services will be deemed to have the agreed
quantity and/or quality.
29. The buyer must provide the seller with the opportunity to establish whether complaints are
justified or not. In the event of justified complaints about the quantity and/or quality, the seller will
deliver new goods or perform the services in the correct manner as soon as possible, unless otherwise
agreed in writing, without the seller becoming liable to pay compensation to the buyer.
30. Except for the provisions laid down in 31, the ownership of and risk in the goods will pass to the
buyer on delivery, as mentioned in the offer or contract; any refusal to cooperate in the delivery as
referred to in 24 will be considered as a delivery.
31. So long as the buyer has not paid the full amount of the purchase price plus any additional costs,
the seller retains the right of ownership to these goods, in which case the buyer will be liable towards
the seller for the damage to or destruction of the goods. If this retention of title results in the goods
actually being taken back by the seller, the buyer will have to pay the seller, apart from the costs
actually incurred, 20% of the invoice amount exclusive of turnover tax.
 

Force Majeure
32. If through no fault of its own the seller is not able to deliver the goods sold or perform the
services at the agreed place and time, without the situation arising referred to in 23, the agreed
delivery/completion time will be extended with three months at most. If it becomes clear that the
seller is not capable of delivering the goods or performing the services at the place agreed in the offer
or contract within at most three months after the delivery/completion time originally agreed on
through no fault of its own, the contract will be terminated without judicial intervention and none of
the parties to the contract will be entitled to compensation for any damage whatsoever, including loss
of profit.


Guarantee of proper delivery/performance
33. The seller shall do everything that can reasonably be expected from it in order to make sure that
reliable, good-quality products are delivered and/or that the services will be performed properly.
 

Guarantee
34. The seller is not liable for defects in the goods delivered, unless the conditions mentioned below in
this article have been complied with and subject to the following limitations:
New goods delivered are guaranteed for the period mentioned in the offer as of the date of delivery
against manufacturing defect or defect in material and workmanship, provided that the seller is
informed about the defects within five days after they are found by the buyer. The guarantee
obligation of the seller will be limited, at its discretion, to supplementation, replacement or repair
without the seller being liable to pay any compensation whatsoever. The buyer must keep the goods
in question available for inspection by the seller.
The goods or parts thereof to be supplemented, replaced or repaired, must be sent to the seller
carriage paid. The goods and/or parts replaced by the seller become its property.
The guarantee cannot be invoked in the event of:
– use of the goods in another way than according to the manufacturer’s instructions.
– processing or use in another way than the way to be considered normal for the goods.
– repair, replacement of parts and similar actions by others than the authorized persons designated to
that end by the seller.
– damage caused by an accident, force majeure or gross negligence in the performance of the work
by the buyer or its employees. The seller is not liable under any guarantee as long as the buyer has
not fully complied with its payment obligation.
 

Liability
35. The buyer indemnifies the seller against liability with regard to the designs, illustrations, drawings,
dimensions, models and the like used and/or applied by the seller at the request of the buyer, either
provided by the buyer to the seller or otherwise. This does not affect the intellectual, industrial and
related property rights of the seller and/or its suppliers with regard to the goods delivered.
36. All goods, also those sold carriage paid, are transported at the risk of the buyer. Obligations taken
on towards third parties do not change this and are deemed to have been accepted in buyer’s interest
and at buyer’s expense. Unless the buyer requests the seller in time to insure the goods during
transport at buyer’s expense, the goods will be transported without being insured.
37. The seller is not liable for any damage of the buyer, including consequential damage, except for
wilful misconduct or recklessness on the part of the seller. The damage will be limited at all times to
the net invoice amount, however up to the maximum covered under the insurance of the seller. This
applies to the contractual and third-party liability for damage that the buyer suffers directly or
indirectly as the result of the purchase, presence or use by the buyer or others of the goods sold or in
any other way, which conditional and limited exclusion of liability applies by analogy to the
performance of services.
38. The buyer indemnifies the seller under the same conditional and restrictive conditions and
circumstances as referred to in 37 against claims for compensation of third parties submitted to the
seller with regard to the goods sold to or services performed for the buyer.
 

Applicable law
39. All offers and contracts to which these general terms and conditions apply are governed by Dutch
law. The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the
International Sale of Goods) is excluded.
 

Disputes
40. All disputes arising directly or indirectly from an offer or contract to which these general terms and
conditions apply will be settled by the Court of Breda, to the exclusion of other bodies.
41. Without prejudice to the provisions laid down in 40, the seller continues to be entitled to summon
the buyer to appear before the competent judicial body in the place where the buyer is domiciled/has
its registered office.